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SEC FILE NUMBER
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CUSIP NUMBER
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D oForm N-SAR
For Period Ended: December 31, 2005
o Transition Report on Form 10-K
o Transition Report on Form 20-F
o Transition Report on Form 11-K
o Transition Report on Form 10-Q
o Transition Report on Form N-SAR
For the Transition Period Ended:
Read Instruction Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which
the notification relates:
PART I REGISTRANT INFORMATION
Dole Food Company, Inc.
Former Name if Applicable
One Dole Drive
Address of Principal Executive Office
(Street and Number)
Westlake Village, California 91362
PART II
RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant
seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if
appropriate)
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(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense; |
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x
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(b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day following
the prescribed due date; or the subject quarterly report or transition
report on Form 10-Q or subject distribution report on Form 10-D, or
portion thereof, will be filed on or before the fifth calendar day
following the prescribed due date; and |
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(c) The accountants statement or other exhibit required by Rule
12b-25(c) has been attached if applicable. |
PART III
NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR
or the transition report portion thereof, could not be filed within the prescribed time period.
Dole Food Company, Inc. (Dole) was unable to file its Form 10-K for the period ended December 31,
2005 by March 31, 2006 without unreasonable effort or expense. Dole is in negotiations with
Deutsche Bank AG New York Branch, Banc of America Securities LLC and The Bank of Nova Scotia, as
Agents, with respect to a proposed refinancing of the entirety of Doles current Credit Agreement
and the bank indebtedness of Doles immediate parent, Dole Holding Company, LLC. The refinancing
is presently scheduled to close during the week of April 10, 2006. The purposes of the refinancing
include, inter alia, refinancing of the higher-cost bank indebtedness of Dole Holding Company, LLC,
at the lower-cost Dole level, realizing currency gains arising out of Doles current Credit
Agreement, increasing the combined size of Doles revolving credit and letter of credit facilities
and eliminating certain financial covenants with respect to which Dole might otherwise risk
non-compliance in the future. The time associated with this process, especially among Doles
senior executives, has prevented Dole from finalizing its Form 10-K. Dole anticipates that the
Form 10-K will be filed no later than the fifteenth calendar day following the date on which the
Form 10-K was due.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this notification
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Joseph S. Tesoriero
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818
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879-6600 |
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(Name)
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(Area Code)
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(Telephone Number) |
(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange
Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or
for such shorter period that the registrant was required to file such report(s) been filed?
If answer is no, identify report(s). x Yes o No
(3) Is it anticipated that any significant change in results of operations from the corresponding
period for the last fiscal year will be reflected by the earnings statements to be included in the
subject report or portion thereof? x Yes o No
If so: attach an explanation of the anticipated change, both narratively and quantitatively, and,
if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
On March 23, 2006, Dole filed a Form 8-K with the Commission, incorporated herein by reference,
that sets forth selected financial results of operations for fiscal years 2005 and 2004 and
selected balance sheet data as of December 31, 2005 and January 1, 2005 (the last day of Doles
fiscal year 2004). The March 23, 2006 Form 8-K also includes narrative and quantitative
explanations of the change in results of operations.
Dole Food Company, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned thereunto duly
authorized.
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Date April 1, 2006 |
By |
/s/ Joseph S. Tesoriero
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Joseph S. Tesoriero |
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Vice President and Chief Financial Officer |
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